Leave it to veteran director Nicholas Martin to come up with the perfect way to end his Williamstown Theatre Festival production of George Bernard Shaw's "Pygmalion" that makes tacitly clear Shaw's intentions, yet provides the audience with some bittersweet closure to the complicated relationship between the arrogant, yet emotionally stunted language expert Henry Higgins and his social experiment, the transformed cockney flower-seller Eliza Dolittle. We won't give it away here, but if you're aware of how angered Shaw would get at productions that even hinted at a future between Higgins and Eliza, then you'll appreciate the director's satisfying conclusion.

If you can catch Martin's polished and exquisite production before it closes on July 27, you'll be treated to a carefully detailed study of the subtle growth of that relationship, in which the young woman's vocal and etiquette instruction opens her intellect and emotions to feelings and opportunities she could never have imagined. At the same time, you'll get a portrait of a brash, intellectual academic clinging to adolescent and outdated concepts of class, tutelage and interpersonal relationships.

No doubt more people are familiar with "My Fair Lady," the popular musical adapted by Alan J. Lerner and Frederick Loewe from the Shaw original, so it may come as a surprise that Eliza, Higgins, the professor's fellow linguist Colonel Pickering, Eliza's father Mr. Dolittle and her suitor Freddy Eynsford-Hill are not singing. But, as quickly becomes clear, Shaw's story though familiar is a distinctly different one, in which a romantic happy ending is not the goal. Instead, Shaw quite humorously and pointedly is charting the choppy waters in which England's class system is not only permitted to thrive, but in which the upper class is happily and contentedly ignorant of the very real limitations designed to keep the lower classes in their place.

Of course, this has stunning similarities to contemporary situations, in which certain politicians believe that it's just an easy matter of changing one's behavior that can lead to success. Martin's production does not overly call attention to this similarity, but as he allows Eliza's growing awareness to take center stage, he cleverly underscores Shaw's argument. Martin's production also allows the sudden good fortune of Eliza's father in receiving a large, but unwanted inheritance to provide a deliciously satiric look into English society's expectations its middle class behaviors.

The Higgins of Robert Sean Leonard initially strikes one as being too young for the part, but as the evening progresses, Leonard's age not only adds to the character's often buffoonish philosophies but produces some additional tension between him and his soon-to-be star pupil. Leonard is enjoyable and strong in conveying the professor's intellectual capacity as well as depicting his social limitations, all under the guise of an undeserved superiority. His clean-shaven good looks also make it easy for the audience to assign some unwarranted romantic notions to his character, which serves to make his behavior toward his student even more despicable.

Heather Lind is quite the revelation as Eliza, who we first meet selling flowers in a rain-drenched Covent Garden. Her Eliza is uncouth, yes, but also possesses a proud stubborn streak that reveals a natural confidence, however foolish, as she mixes with the upper classes. Her cockney is indeed indecipherable, as Martin offers limited visual cues and translations for her outbursts. As Eliza agrees to undergo Higgins' tutelage, Lind maintains her character's struggles with her new language realistically, with stumbling over phrases, pauses for thought and the occasional funny reversion back to her old ways. By the time she arrives home from a successful evening at the opera, Lind is a remarkably poised Eliza, and in her final scene in Higgins' mother's drawing room, is a woman completely changed, intellectually, socially, and independently grounded.

Two supporting performances are especially delightful and thrilling to watch, the parents of the two main characters, the wise, aware Mrs. Higgins of the wonderful Maureen Anderman, and the farcical, stumbling yet ultimately astute Mr. Dolittle of Don Lee Sparks. They bring a welcome sparkle to each of their scenes and raise the enjoyment level during their one extended scene together, as their characters develop an unexpected warmth and respect despite their differing social classes and Mr. Dolittle's rather unique take on his sudden but regrettable rise in social stature. They demonstrate their abilities as character actors while allowing their characters to work a special magic over the audience.

The estimable Paxton Whitehead begins by underplaying Colonel Pickering, but ultimately lets the elder gentleman's genuine concern and compassion for Eliza shine through, as does the efficient Mrs. Pearce of Caitlin O'Connell, who imbues Higgins' housekeeper with a warmth and understanding toward Eliza that she has only rarely revealed to her employer. Patricia Conolly reveals the worry and concern beneath Mrs. Eynsford-Hill's proper public persona as she worries about her childrens' prospects as her own family fortune fades, another plot development with a contemporary resonance. Maura Hooper and Frederico Rodriguez play the idle-brained Eynsford-Hill siblings, with Rodriguez neatly playing Freddy as the fool that he is, while capturing his sudden infatuation with the Cockney flower seller and his blind acceptance of her steady changes. Thanks to Deb Hecht, the accents are consistent and believable, even as Higgins is attempting to identify the hometowns and neighborhoods of various characters by the way they speak.

Alexander Dodge makes the full use of the Williamstown main stage with the columns and façade of the Royal Opera House extending up into the fly space, then turning 180 degrees to reveal Higgins' elaborate yet fastidious lab, complete with an organ on an elevated level. Mrs. Higgins' elegant drawing room captures upper class grandeur with a few neat touches, though it does seem to be situated too close to the lip of the stage to accommodate the amount of characters who must pass through.

The costumes by Gabriel Berry and Andrea Hood mix the easy elegance of the upper class with the worn, basic outfits of Eliza and the other street denizens, though Lind fits nicely into the more sophisticated outfits given to her by Mrs. Pearce and Professor Higgins, including a Chinese robe into which she slips quite comfortably. The designers convey the pomp and privilege enjoyed by Higgins and Pickering, while humorously contrasting their outfits with the formal attire of the newly-elevated Mr. Dolittle, who's seems to fighting his top hat and tuxedo as he laments the freedoms of lower class society that he must now leave behind.

I seldom use the word "impeccable," but that seems accurate when describing Martin's take on this Shavian standard. Though it inspired a well-known musical, it certainly doesn't hurt to take a new look at the original Shaw to understand how it fits into the Shaw canon and reflects his attitude toward the emergency of the new woman and his views on changing class dynamics.